Common use of Additional Closing Date Deliveries and Actions Clause in Contracts

Additional Closing Date Deliveries and Actions. (a) On the Closing Date, Sellers shall (i) deliver, or execute and deliver, to Buyer (w) a Xxxx of Sale, Assignment and Assumption Agreement in substantially the form annexed hereto as Exhibit A with respect to the Purchased --------- Assets, (x) all evidences of consent, waiver or approval obtained by Sellers in respect of the Purchased Assets or the consummation of the transactions contemplated by this Agreement, (y) all of the documents, instruments and opinions contemplated to be delivered by Sellers to Buyer on the Closing Date pursuant to Article 5 hereof, and (z) all such other bills of sale, assignments and other instruments of transfer or conveyances as Buyer may reasonably request or as may otherwise be necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer and the retention by the Sellers of the Retained Liabilities and (ii) take all steps and actions as Buyer may reasonably request or as may otherwise be necessary to put Buyer in actual possession and control and provide Buyer with the benefits of the Purchased Assets and the Business. All of the documents described in (w) through (z) hereof are hereinafter referred to as "Sellers' Closing Documents". -------------------------- (b) On the Closing Date, Buyer shall (i) deliver, or execute and deliver, to Sellers (w) the Closing Date Amount, (x) the Closing Shares, (y) a Xxxx of Sale, Assignment and Assumption Agreement in substantially the form annexed hereto as Exhibit A with respect to the Purchased Assets, and (z) all of --------- the documents, instruments and opinions contemplated to be delivered by Buyer to (c) On the Closing Date, Buyer and Sellers shall apportion trade payables relating to the Business, such as equipment lease payments and office lease payments, for the month in which the Closing Date occurs based upon the number of days elapsed in such month up to the Closing Date. Buyer shall pay to the Sellers on a pro rata basis any net credit owed to the Sellers and Buyer shall deduct on a pro rata basis from the Closing Date Amount payable to Sellers any net credit owed to the Buyer.

Additional Closing Date Deliveries and Actions. (a) On the Closing Date, Sellers Seller shall (i) deliver, or execute and deliver, to Buyer (w) a Xxxx of Sale, Assignment and Assumption Agreement in substantially the form annexed hereto as Exhibit A with respect to the Purchased --------- Assets, (x) all evidences of consent, waiver or approval obtained by Sellers Seller in respect of the Purchased Assets or the consummation of the transactions contemplated contem- plated by this Agreement, (y) all of the documents, instruments and opinions contemplated to be delivered by Sellers Seller to Buyer on the Closing Date pursuant to Article 5 hereof, and (z) all such other bills of sale, assignments and other instruments of transfer or conveyances as Buyer may reasonably request or as may otherwise be necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer and the retention by Seller and the Sellers Stockholders of the Retained Liabilities and (ii) take all steps and actions as Buyer may reasonably request or as may otherwise be necessary to put Buyer in actual possession and control and provide Buyer with the benefits of the Purchased Assets and the Business. All of the documents described in (w) through (z) hereof are hereinafter referred to as "Sellers' Seller's Closing Documents". -------------------------- (b) On the Closing Date, Buyer shall (i) deliver, or execute and deliver, to Sellers (w) the Closing Date Amount, Seller (x) the Closing SharesPurchase Price (without adjustment), (y) a Xxxx of Sale, Assignment and Assumption Agreement in substantially the form annexed hereto as Exhibit A with respect to the Purchased Assets, and (z) all of the --------- the documents, instruments and opinions contemplated to be delivered by Buyer to (c) On the Closing Date, Buyer and Sellers shall apportion trade payables relating to the Business, such as equipment lease payments and office lease payments, for the month in which Seller on the Closing Date occurs based upon pursuant to Article 6 hereof, and (ii) take all steps and actions as may be reasonably necessary to effectuate the number transactions contemplated hereby. All of days elapsed the documents described in such month up (x) through (z) hereof are hereinafter referred to as "Buyer's Closing Documents" and, collectively ------------------------- with Seller's Closing Documents, the "Closing DateDocuments". Buyer shall pay to the Sellers on a pro rata basis any net credit owed to the Sellers and Buyer shall deduct on a pro rata basis from the Closing Date Amount payable to Sellers any net credit owed to the Buyer.-----------------

Additional Closing Date Deliveries and Actions. (a) On the Closing Date, Sellers the Seller shall (i) deliver, or execute and deliver, to Buyer (w) a Xxxx of Sale, Assignment and Assumption Agreement in substantially the form annexed hereto as Exhibit A with respect to the Purchased --------- Assets, including the Assumed Contracts, (x) all evidences of consentconsents, waiver waivers or approval approvals obtained by Sellers the Seller in respect of the Purchased Assets or the consummation of the transactions contemplated by this Agreement, (y) all of the documents, instruments and opinions contemplated to be delivered by Sellers the Seller to Buyer on the Closing Date pursuant to Article 5 hereof, hereof and (z) all such other bills of sale, assignments and other instruments of transfer or conveyances as Buyer may reasonably request or as may otherwise be necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer and the retention by the Sellers of the Retained Liabilities transactions contemplated hereby and (ii) take all steps and actions as Buyer may reasonably request or as may otherwise be necessary to put Buyer in actual possession and control and provide Buyer with the benefits of the Purchased Assets and at the Businesslocations where such Purchased Assets are held or maintained prior to Closing. All of the documents described in (w) through (z) hereof are hereinafter referred to as the "Sellers' Seller's -------- Closing Documents". ------------------------------------------- (b) On the Closing Date, Buyer or MRI, as applicable, shall (i) deliver, or execute and deliver, to Sellers (w) the Closing Date Amount, Seller (x) the Closing Shares, (y) a Xxxx of Sale, Assignment and Assumption Agreement in substantially the form annexed hereto as Exhibit A with respect to the Purchased Assets, including the Assumed Contracts, (y) the Closing Shares pursuant to Section 1.3(a) hereof and (z) all of --------- the documents, instruments and opinions contemplated to be delivered by Buyer to (c) On the Closing Date, Buyer and Sellers shall apportion trade payables relating or MRI to the Business, such as equipment lease payments and office lease payments, for the month in which Seller on the Closing Date occurs based upon pursuant to Article 6 hereof, and (ii) take all steps and actions as may be reasonably necessary to effectuate the number transactions contemplated hereby. All of days elapsed the documents described in such month up (x) through (z) hereof are hereinafter referred to as "Buyer's Closing Documents" and, ------------------------- collectively with the Seller's Closing DateDocuments, the "Closing Documents". Buyer shall pay to the Sellers on a pro rata basis any net credit owed to the Sellers and Buyer shall deduct on a pro rata basis from the Closing Date Amount payable to Sellers any net credit owed to the Buyer.-----------------

Additional Closing Date Deliveries and Actions. (a) On the Closing Date, Sellers Seller shall (i) deliver, or execute and deliver, to Buyer (w) a Xxxx of Sale, Assignment and Assumption Agreement in substantially the form annexed hereto as Exhibit A with respect to the Purchased --------- Assets, (x) all evidences of consent, waiver or approval obtained by Sellers Seller in respect of the Purchased Assets or the consummation of the transactions contemplated contem plated by this Agreement, (y) all of the documents, instruments and opinions contemplated to be delivered by Sellers Seller to Buyer on the Closing Date pursuant to Article 5 hereof, and (z) all such other bills of sale, assignments and other instruments of transfer or conveyances as Buyer may reasonably request or as may otherwise be necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer and the retention by the Sellers Seller and General Partner of the Retained Liabilities and (ii) take all steps and actions as Buyer may reasonably request or as may otherwise be necessary to put Buyer in actual possession and control and provide Buyer with the benefits of the Purchased Assets and the Business. All of the documents described in (w) through (z) hereof are hereinafter referred to as "Sellers' Seller's Closing Documents". -------------------------- (b) On the Closing Date, Buyer shall (i) deliver, or execute and deliver, to Sellers Seller (w) the Closing Date Amount, (x) the Closing Shares, (y) a Xxxx of Sale, Assignment and Assumption Agreement in substantially the form annexed hereto as Exhibit A with respect to the Purchased Assets, and (z) all of --------- the documents, instruments and opinions contemplated to be delivered by Buyer to (c) On the Closing Date, Buyer and Sellers shall apportion trade payables relating to the Business, such as equipment lease payments and office lease payments, for the month in which Seller on the Closing Date occurs based upon pursuant to Article 6 hereof, and (ii) take all steps and actions as may be reasonably necessary to effectuate the number transactions contemplated hereby. All of days elapsed the documents described in such month up (w) through (z) hereof are hereinafter referred to as "Buyer's Closing Documents" and, collectively ------------------------- with Seller's Closing Documents, the "Closing DateDocuments". Buyer shall pay to the Sellers on a pro rata basis any net credit owed to the Sellers and Buyer shall deduct on a pro rata basis from the Closing Date Amount payable to Sellers any net credit owed to the Buyer.-----------------

Additional Closing Date Deliveries and Actions. (a) On the Closing Date, Sellers Seller shall (i) deliver, or execute and deliver, to Buyer (w) a Xxxx of Sale, Assignment and Assumption Agreement in substantially the form annexed hereto as Exhibit A with respect to the Purchased --------- Assets, (x) all evidences of consent, waiver or approval obtained by Sellers Seller in respect of the Purchased Assets or the consummation of the transactions contemplated contem plated by this Agreement, (y) all of the documents, instruments and opinions contemplated to be delivered by Sellers Seller to Buyer on the Closing Date pursuant to Article 5 hereof, and (z) all such other bills of sale, assignments and other instruments of transfer or conveyances as Buyer may reasonably request or as may otherwise be necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer and the retention by the Sellers of the Retained Liabilities and (ii) take all steps and actions as Buyer may reasonably request or as may otherwise be necessary to put Buyer in actual possession and control and provide Buyer with the benefits of the Purchased Assets and the Business. All of the documents described in (w) through (z) hereof are hereinafter referred to as "Sellers' Seller's Closing Documents". -------------------------- (b) On the Closing Date, Buyer shall (i) deliver, or execute and deliver, to Sellers Seller (w) the Closing Date Amount, (x) the Closing Shares, (y) a Xxxx of Sale, Assignment and Assumption Agreement in substantially the form annexed hereto as Exhibit A with respect to the Purchased Assets, and (z) all of --------- the documents, instruments and opinions contemplated to be delivered by Buyer toto Seller on the Closing Date pursuant to Article 6 hereof, and (ii) take all steps and actions as may be reasonably necessary to effectuate the transactions contemplated hereby. All of the documents described in (w) through (z) hereof are hereinafter referred to as "Buyer's Closing Documents" and, collectively ------------------------- with Seller's Closing Documents, the "Closing Documents". ----------------- (c) On the Closing Date, Buyer and Sellers Seller shall apportion trade payables relating to the Businesspayables, such as equipment lease payments and office lease payments, for the month in which the Closing Date occurs based upon the number of days elapsed in such month up to the Closing Date. Buyer shall pay to the Sellers on a pro rata basis any net credit owed to the Sellers and Buyer shall deduct on a pro rata basis from the Closing Date Amount payable to Sellers any net credit owed to the Buyer.to